X0306 4 2014-08-19 0 0001588238 Rice Energy Inc. RICE 0001596973 NGP Rice Holdings LLC 5221 N. O'CONNOR BOULEVARD, SUITE 1100 IRVING TX 75039 1 0 1 0 0001408123 Natural Gas Partners IX, L.P. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING TX 75062 0 0 1 0 0001592748 NGP IX Offshore Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001541519 G.F.W. ENERGY IX, L.P. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING TX 75062 0 0 1 0 0001597404 GFW IX, L.L.C. 125 EAST JOHN CARPENTER FWY, SUITE 600 IRVING TX 75062 0 0 1 0 0001521229 NGP Natural Resources X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001598409 NGP X Parallel Holdings, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555496 G.F.W. Energy X, L.P. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001555576 GFW X, L.L.C. 5221 N. O?CONNOR BLVD., SUITE 1100 IRVING TX 75039 0 0 1 0 0001471812 NGP Energy Capital Management, L.L.C. 1221 MCKINNEY STREET, SUITE 2975 HOUSTON TX 77010 0 0 1 0 Common stock 2014-08-19 4 S 0 3114825 26.28 D 20337725 D NGP Rice Holdings LLC sold 2,219,413 shares of common stock to the public in connection with an underwritten public offering of Rice Energy Inc. on August 19, 2014 (the "Offering"). Pursuant to the underwriting agreement and in connection with the Offering, the underwriters exercised their option (the "Option") to purchase additional shares of common stock from NGP Rice Holdings LLC. The Option closed simultanteously with the Offering. NGP Rice Holdings LLC sold an additional 895,412 shares of common stock pursuant to the underwriters' exercise of the Option. This form is jointly filed by NGP Rice Holdings LLC ("NGP Holdings"), Natural Gas Partners IX, L.P. and NGP IX Offshore Holdings, L.P. (collectively, ''NGP IX''), G.F.W. Energy IX, L.P. (''GFW Energy IX''), GFW IX, L.L.C. (''GFW IX''), NGP Natural Resources X, L.P. and NGP X Parallel Holdings, L.P. (collectively, "NGP X"), G.F.W. Energy X, L.P. ("GFW Energy X"), GFW X, L.L.C. ("GFW X") and NGP Energy Capital Management, L.L.C. (''NGP ECM''). GFW IX is the general partner of GFW Energy IX, the general partner of NGP IX, which, together with NGP X, owns a controlling interest in NGP Holdings. GFW X is the general partner of GFW Energy X, the general partner of NGP X, which, together with NGP IX, owns a controlling interest in NGP Holdings. (Continued from footnote 2) Accordingly, each of GFW IX, GFW Energy IX, NGP IX, GFW X, GFW Energy X and NGP X may be deemed to share voting and dispositive power over the reported securities of NGP Holdings, and as a result may be deemed to beneficially own the reported securities of NGP Holdings. GFW IX and GFW X have delegated full power and authority to manage NGP IX and NGP X, respectively, to NGP ECM and accordingly, NGP ECM may be deemed to share voting and dispositive power over the reported securities of NGP Holdings, and as result may be deemed to beneficially own the reported securities of NGP Holdings. Each of GFW IX, GFW Energy IX, NGP IX, GFW X, GFW Energy X, NGP X and NGP ECM disclaim beneficial ownership of the reported securities in excess of their pecuniary interests therein. On January 29, 2014, the Reporting Person entered into the Stockholders' Agreement, pursuant to which, each of the parties thereto agreed, among other things, to cause the shares of common stock and any equity securities of the Issuer held by such party to be voted for the individuals properly designated by the parties to the Stockholders' Agreement for election to the Issuer's board of directors. As a result, the parties thereto may be deemed to be members of a group holding over 10% of the outstanding common stock of the Issuer for the purposes of Section 13(d)(3) of the Exchange Act (the "Group"). The Reporting Person disclaims beneficial ownership of the shares of common stock held by the members of the Group, except to the extent of such Reporting Person's pecuniary interest therein, and this statement shall not be construed as an admission that such Reporting Person is the beneficial owner of any such shares for purposes of Section 16 of the Exchange Act or for any other purpose. For purposes of Section 16 of the Securities Exchange Act of 1934, as amended, the Reporting Person may be deemed to be a director by deputization by virtue of the right of Reporting Person to designate members of the Issuer's board of directors pursuant to the Stockholders' Agreement between the Issuer, Rice Energy Holdings LLC, Rice Energy Family Holdings, LP, NGP Rice Holdings LLC and Alpha Natural Resources, Inc. /s/ Tony R. Weber, Authorized Person of NGP IX Holdings GP, LLC, general partner of NGP IX US Holdings, LP, member of NGP RE Holdings, L.L.C., member of NGP Rice Holdings LLC 2014-08-21 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of Natural Gas Partners IX, L.P. 2014-08-21 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P., the general partner of NGP IX Offshore Holdings, L.P. 2014-08-21 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C., the general partner of G.F.W. Energy IX, L.P. 2014-08-21 /s/ Tony R. Weber, Authorized Member of GFW IX, L.L.C. 2014-08-21 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of Natural Gas Resources X, L.P. 2014-08-21 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P., the general partner of NGP X Parallel Holdings, L.P. 2014-08-21 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C., the general partner of G.F.W. Energy X, L.P. 2014-08-21 /s/ Tony R. Weber, Authorized Member of GFW X, L.L.C. 2014-08-21 /s/ Tony R. Weber, Chief Operating Officer of NGP Energy Capital Management, L.L.C. 2014-08-21